Quoted Companies Alliance Code Compliance
The following sets out the 10 QCA Code principles and either how Revolution Bars Group plc has complied with those principles or where a more detailed discussion can be found on the Group’s website following the disclosure guidance in the QCA Corporate Governance Code:
The Group’s strategy and business model is discussed within the Chief Executive’s Review on pages 14 to 17. A further review of the business model can also be found on pages 12 to 13, and further information on our strategic framework on pages 18 to 19.
Our five key strategic pillars are:
- Maximising Revenue & Profit;
- Brand Awareness and ESG including Sustainability and EVP;
- Guest Experience;
- Cost Control; and
- Diversification of Sales.
Following recent fundraisings, our focus has been on the expansion of the estate through acquisition of new sites or groups, and refurbishment of our estate. We continue to deleverage the business and have enjoyed strong cash positions allowing us to deliver our strategies. We are currently running an enhanced refurbishment programme, to ensure our estate is at its best, and have launched two new concepts in the last year which are enjoying growing success.
We continue to focus on our team, recently becoming an above-minimum wage employer as well as focusing on a portfolio of other staff-benefits to ensure we retain our position as an employer of choice. Our Inclusion & Diversity (“I&D”) champions were recruited from across the entire workforce to set up an advisory board to drive developments in this area. We have also invested heavily in our staff welfare, partnering with “Wiser” and “So let’s talk”.
Our investment in guest experience technology allows us to respond to guest needs quickly and adapt our strategy accordingly. We continue to drive technology forwards to enhance our guest experience and drive sales, including a party booking system and Apps allowing pay-at-table service.
The key risks we face as a business are discussed in section 4 below but can also be found in the Annual Report and Accounts 2022 on page 28.
The Group prides itself on open communication and strong relationships with its key investors and shareholders. The Executive Directors are in regular contact with the Company’s shareholders and brief the Board on feedback and any shareholder issues. In FY21 and FY22 interim, investor briefings and roadshows were held at regular intervals, including following announcement of the preliminary and interim results, and other ad-hoc one-to-one meetings with key investors and potential investors
were also held through the year to discuss the Group’s strategy and shareholder expectations, amongst other things. FY22 roadshows will be held after release of the preliminary results in October.
Feedback from investors is also delivered to the Executive Board, and key management to ensure it is at the heart of our strategies. The Board believes the Annual Report and Interim Report, and the accompanying presentations, provide necessary information to influence investor assessments on performance, business model and strategy. Hard copies are available to all shareholders who request one, and copies are also available on the Group’s website at the following link: https://www.revolutionbarsgroup.com/investors/results-centre/
Shareholders or investors may contact the Company or the management team via our investor relations email address, firstname.lastname@example.org . We also welcome any written correspondence, which our Chief Financial Officer or Financial Controller will respond to, as well as contact via our Company’s registrar, Link Group..
The Board particularly supports the use of the Annual General Meeting (“AGM”) to communicate, in particular, with private investors. All shareholders are given the opportunity to ask questions and raise issues; this can be done formally during the meeting or informally with the Directors afterwards. Where the AGM has been a closed meeting due to COVID-19, shareholders have been given the opportunity to raise questions in advance via the email address above.
The voting record at the Company’s General Meetings is monitored, and we are pleased that all resolutions were passed by shareholders at the 2021 AGM. The 2022 AGM will be held on 2 December 2022.
The Board considers engagement with its stakeholders as fundamental to the Group’s success, as well as helping the Board and management make key decisions. The s172 Statement provides detailed information as to our engagement with key stakeholders and can be found on pages 30 to 31.
In addition, Revolution Bars Group prides itself on being a market leader with its sustainability agenda. We recently removed passion fruit garnishes from our cocktails saving approximately 100 tonnes of carbon and providing a significant reduction in waste; we have used the financial savings from this to offset all other cocktails making our cocktail menu carbon neutral. The Group scored a B in CDP reporting, meaning Management are taking coordinated action on climate issues and is higher than the bars, hotels & restaurants sector average. We continue to invest in our energy-efficient kitchen in Reading and are soon to be validated for our science-based targets. More information can be found on pages 34 to 40.
In order to fully understand and manage the Group’s exposure to risk, each key area of our operations is reviewed annually using a methodology that allows us to measure, evaluate, document and monitor our key risks.
Our risk management process identifies, monitors, evaluates and escalates risks as they emerge, enabling management to take appropriate action wherever possible in order to control them whilst enabling the Board to keep risk management under review.
The risk factors set in the Risk Report on pages 28 to 29 are those which the Board believes are the most significant to the Group’s business model that could adversely affect its operations, revenue, profit, cash flow or asset values and which may prevent the Group from achieving its strategic objectives. There may be additional risks and uncertainties that are currently unknown or currently believed to be immaterial that may also have an adverse effect on the Group.
The Board consists of five Directors: three Non-Executive Directors and two Executive Directors. The three Non-Executive Directors are independent, in line with the QCA Code guidance. The Group believes the balance and experience of the Board is suitable for the business. The Non-Executive Directors of the Board have been selected with the objective to further support the breadth of skills and experience of the Board and bring constructive challenge to the Executive Directors. The Non-Executive Directors are also responsible for the effective running of the Board’s Committees and ensuring that the Committees support the strategic priorities of the Board.
The Board members are as follows:
- Keith Edelman – Non-Executive Chairman and Chair of the Nomination Committee
- Rob Pitcher – Chief Executive Officer
- Danielle Davies – Chief Financial Officer
- Jemima Bird – Senior Independent Non-Executive Director and Chair of the Remuneration Committee
- William Tuffy – Independent Non-Executive Director and Chair of the Audit Committee
The Executive Directors of the Company are employed on a full-time basis. Non-Executive Directors are required to devote such time to the Group’s affairs as necessary to discharge their duties, and this may change from time to time. Members are required to attend all Board meetings and Sub-Committee meetings as necessary.
The Board’s intention is to meet at least eight times per year for structured Board meetings covering all aspects of the business. Meeting papers include business reports and updates from the CEO and the CFO. Members of the Group’s senior management team are also invited to present at Board meetings on a regular basis, as appropriate, so that Non-Executive Directors keep abreast of developments in the Group. The Board meet through a variety of virtual and in-person meetings.
The Board has overall responsibility for the Group’s system of internal control and reviewing its effectiveness. Key elements of the system of internal control include clearly defined levels of responsibility and delegation, together with well-structured reporting lines up to the Board; the preparation of comprehensive budgets for each bar and head office, approved by the Board; a review of period results against budget, together with commentary on significant variances and updates of both profit and cash flow expectations for the period; Board authorisation of all major purchases and disposals and regular reporting of legal and accounting developments to the Board.
Further details on the composition and experience of the board can be found on page 44 to 45 of the Annual Report and Accounts 2022.
The Board considers that it has sufficient skills and experience to enable it to execute its duties and responsibilities effectively given the nature and size of the Group. The Directors have a wide range of skills in Leisure, Retail, Marketing, Operational, People and Finance backgrounds, and continue to develop their skills and knowledge either through other Directorships (for Non-Executives) or via time and experience and attending industry body events.
Where the Board considers that it does not possess the necessary expertise or experience, it will engage the services of professional advisors and consultants. The Directors receive regular updates from external advisors on legal requirements and regulations, remuneration matters and corporate governance best practice.
Further details of Board experience can be found on page 44 to 45 of the Annual Report and Accounts 2022.
The Board completed a Board evaluation in summer 2022. This assessed the Board effectiveness, and any recommendations were implemented; the questions were reviewed and approved by the Group’s corporate lawyers to ensure they were independently verified and were found to be robust and conclusive of the QCA Code principles. The questionnaire was then shared with the Board, asking them to participate and respond to questions designed to elicit honest feedback about Board dynamics, operations, structure, performance, and composition.
A key output from the review found that the Board has identified a requirement for more timely and focused information in advance of meetings to allow them to come well-prepared. The evaluation also identified the key strategy and concentration of the Board in the next year, with a focus on continued growth plans and forensic and relentless reviews of cost headwinds. It was noted that to succeed in these areas the Board must also ensure a strong succession plan.
In line with best practice and the newly applicable requirements of the QCA Code, the Board intends to undertake regular evaluations of the Board, the Chairman and the individual Committees and Directors. The Board will utilise the results of the evaluation process when considering the adequacy of the composition of the Board and for succession planning.
Personal objectives and targets are determined each year for the Executive Directors and Executive team, and performance is measured against these metrics. The Independent Non-Executive Chairman undertakes the responsibility of assessing and monitoring the performance of the Executive Directors.
The business is built on a core purpose, vision, and values. These are:
- Purpose – We create fun and memorable experiences with our Teams & Guests
- Vision – The place where everyone wants to be
- Fun – It’s at the heart of what we do, it’s who we are. Have fun, be fun and create fun
- Ambition – Always striving to be the best version of ourselves
- Integrity – Just doing the right thing, because it’s the right thing to do!
- Recognition – Creatively rewarding and recognising the achievements of all our people
Our purpose, vision and values are at the core of what we do and how we expect our people to behave. We believe these values will drive the success of the business, whilst ensuring we have happy and cared for teams and guests.
The Group has a strong People Development team who are committed to the welfare and development of the bar teams and the Support Centre.
We recently became an above-minimum wage paying employer and introduced a new portfolio of staff benefits to ensure we retain and attract the best talent in the industry, as well as enhancing our long service awards to demonstrate our commitment back to our wonderful people and to celebrate their long-standing contributions to the Group.
We were excited to introduce the “Rev U” training academy, including new career pathways for all operational roles. We also launched our first ever high potential programme for our General Managers, an Area Manager Development programme, management level apprenticeships and implemented a mentoring programme.
I&D champions were recruited from across the entire workforce to set up a new I&D Advisory Board, to ensure we’re always doing the right thing for our people. We recently implemented our “Inclusion Revolution” strategy to support this, and partner with “Wiser” to drive insight and research, to ensure we are a truly inclusive place to work.
We are aware of the pressures faced by all our team members in everyday life and we offer Mental Health First Aid training to all management across the business and have nominated Area Wellbeing Champions to drive insight and inform actions in wellbeing across the estate.
People are at the core of what we do; we strive to operate with ethics and integrity with all our stakeholders. We see many of our bar staff stay with us for long careers, working their way to senior operational roles such as General and Area managers, or alternative careers.
Where people have joined us with future aspirations, potentially as a student, we aim to support this either through flexible working or opportunities in our Support Centre departments. We pride ourselves on the length of service of our staff and home-grown abilities.
The culture and satisfaction of our people is monitored through a twice-yearly satisfaction and engagement survey called the “Quality of Life” survey, which is expected to be completed by the entire Group. We recently enjoyed our highest ever participation rate and our highest ever Employee Net Promoter Score, which was very exciting with the backdrop of the recent extremely challenging trading conditions.
The Group has established a clear division between the respective responsibilities of the Non-Executive Chairman of the Board and the Chief Executive Officer. The Non-Executive Chairman is Keith Edelman, and he is responsible for the effective operation, leadership and governance of the Board, leading the Board’s discussions and its decision-making. The Chairman promotes a culture of openness and debate by facilitating the effective contribution of Non-Executive Directors and ensuring constructive relations between Executive and Non-Executive Directors.
The Chief Executive Officer is Rob Pitcher, who, through delegation from the Board, is responsible for leading the Group’s business organisation and performance and the day-to-day management of the Group. This separation of responsibilities between the Chairman and the CEO, coupled with the schedule of matters reserved for the Board, ensures that no individual has unfettered powers of decision-making.
The Board meets monthly, with further meetings for the Committees and any ad-hoc matters. Further details of attendance at these meetings can be found in section 5 above. It is deemed that the independence and experience of the Non-Executive Directors allow the Committees to run effectively, as follows:
Nomination Committee – The responsibility of the Committee includes reviewing the Board composition, appointing new Directors, the reappointment and re-election of existing Directors, succession planning taking into account the skills and expertise that will be needed on the Board in the future, reviewing the time requirement from Non-Executive Directors, determining membership of Board Committees and their modus operandi, and ensuring an objective evaluation of the performance of the Board and each Director takes place on a regular basis.
Audit Committee – The responsibility of the Committee includes reviewing annual and half-year results, external auditing, internal controls, and advising on the independence, appointment of the external auditors, reviewing the impact of any upcoming changes in accounting treatment as a result of new or modified IFRS, and considering matters the external auditors consider to be a significant audit risk.
Remuneration Committee – The responsibility of the Committee includes determining the Chairman’s fee, the framework and policy for the remuneration of Executive Directors and other members of the Executive team, advising, determining and agreeing the total individual remuneration package of each of the Executive Directors and Executive team, considering and approving appropriate targets for the annual bonus and long-term share schemes operated for the Executive Directors and Executive Team, and overseeing remuneration and benefit structures and policies throughout the Group’s business.
The Risk Committee formed in 2018, meets quarterly, and continues to improve the management of risk across all areas of the business and to hold individuals to account. The Committee’s terms of reference centre around Health and Safety and minimising losses but extend to the identification and management of any business risk. In the lead in to, during and post the Government enforced closure of pubs and restaurants, the Committee members, which are made up of relevant management and department heads, were focused on the health and safety aspects of COVID-19 to ensure that when trading was allowed to recommence, the Group could provide a safe environment for colleagues and guests. All Board Committees play an essential role in supporting the Board to implement its strategy and provide focused oversight of key aspects of the business. Minutes and action points arising from all Committee meetings are circulated to all Directors and reviewed at Board meetings. The full terms of reference for each Committee are available on the Group’s website, www.revolutionbarsgroup.com.
Further details on key activities of the Board can be viewed on page 53 of the Annual Report and Accounts 2022. These include business reviews and strategy, financial updates, assessment of internal control and risk management, governance updates, and any other ad-hoc matters.
The Group welcomes questions from shareholders and potential investors via its shareholder inbox, email@example.com , where a member of the senior team will respond quickly to any queries or concerns.
The Group’s main communication channels with shareholders for immediate messages, such as trading updates, will be the London Stock Exchange’s Regulatory News Service (“RNS”), and the investor section of our corporate website.
The Company reports formally to shareholders twice a year via the release of its interim and full-year results, including the preliminary announcement for year-end, and the annual financial statements following shortly afterwards. These financial results are communicated to the markets and shareholders through a roadshow attended by the Chief Executive Officer and Chief Financial Officer, where both will make themselves available for questions. The AGM is also a key opportunity, where the Board will make themselves available for questions by shareholders and investors.
An internal call for colleagues is also held after the release of key financial information by the Chief Executive Officer and Chief Financial Officer, where the information will be communicated at a high level and the floor is opened for questions. The Group ensures its people are appropriately communicated with and kept abreast of current affairs, in order to maintain operational integrity.